Image Scan Holdings Plc

IMAGE SCAN HOLDINGS PLC

NOTICE AND AGENDA OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the shareholders will be held at 2.00p.m. on 10 March 2015 at the offices ofCantorFitzgerald Europe, One Churchill Place, Canary Wharf, London EC14 5RB for the purpose of considering and, if thought fit, passing thefollowing resolutions as to Resolutions 1–7 as Ordinary Resolutions and as to Resolutions 8 and 9 as Special Resolutions.

Ordinary resolutions

1. To receive and adopt the financial statements for the year ended 30 September 2014 together with and the reports of the Directors (including the strategic report) and auditors thereon.

1. To receive and adopt the remuneration report contained within the annual report for the year ended 30 September 2014.

1. To re-elect as a Director W Mawer.

1. To re-elect as a Director R Leaver.

1. To elect as a Director T Jackson.

1. To re-appoint Wilkins Kennedy LLP as auditors and to authorise the Directors to fix their remuneration.

1. That in accordance with Section 551 of the Companies Act 2006 (the ‘Act’) the Directors be hereby generally and unconditionally authorised toallot new ordinary shares or grant rights to subscribe for or to convert any securities into new ordinary shares (‘Rights’):

1. upto an aggregatenominal amount of £36,500 in connection with the grant of options over a total of 3,650,000 ordinary shares issued under the Image Scan Holdings Enterprise Management Incentive Scheme of which 1,000,000 have been be awarded to Vincent Deery and 1,000,000 have been awarded to William Mawer as set out in the circular dated 14 August 2014 setting out details of a placing a subscription; and
2. otherwise than pursuant to Resolution 7a above, upto an aggregatenominal amount of £188,407 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at theconclusion of the next Annual General Meeting of the Company or 15 months after the passing of this Resolution (whichever is earlier) savethat the Directors may, before the expiry of such period, make an offer or agreement which would or might require new ordinary sharestobeallotted or Rights to be granted after the expiry of such period, and the Directors of the Company may allot new ordinary sharesorgrant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Special resolutions

1. That subject to, and conditional upon, the passing of Resolution 7 above, the directors be and are generally empowered (in substitution for all subsisting authorities to the extent unused) in accordance with section 570 of the Act to allot equity securities (within themeaning of Section 560 of the Act) pursuant to the authority conferred upon them by resolution 7 for cash as if section 561(1)oftheActdid not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
2. in connection with an offer of such securities by way of a Rights Issue; and
3. otherwise than pursuant to Resolution 8a above, up to an aggregate nominal amount of £188,407,

and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this Resolution (whichever is earlier) save that the Directors may, before the expiry of such period, makeanoffer or agreement which would or might require new ordinary shares to be allotted or Rights to be granted after the expiry of such period,and the Directors of the Company may allot new ordinary shares or grant Rights in pursuance of such offer or agreement notwithstanding thatthe authority conferred by this Resolution has expired.

In this Resolution 8, ‘Rights Issue’ means an offer of equity securities open for acceptance for a period fixed by the Directors to shareholders on the register of the Company on a fixed record date in proportion as nearly as may be to their respective holdings, butsubject to such exclusionsor other arrangements as the Directors of the Company may deem necessary or expedient to deal with anyfractional entitlements or legal or practical difficulties under the laws of, or the requirements of any recognised regulatory body oranystock exchange, in any territory.

1. That theamended articles of association of the Company in the form produced to the meeting (and signed by the Chairman of the meeting for identification purposes), a summary of the principal amendments being set out in the Explanatory Note below, be and are hereby adopted as the new articles of association of the Company in substitution for the existing articles of association of the Company.

By order of the Board

Sarah Atwell-King

Company secretary

Explanatory Note:

Resolution 9: Principal changes to the Company’s Articles of Association

1. The Company’s objects

The provisions regulating the operations of the Company are currently set out in the Company’s memorandum and articles of association. The Company’s memorandum contains, among other things, the objects clause which sets out the scope of the activities the Company is authorised to undertake. This is drafted to give a wide scope.

The Companies Act 2006 (the "Act") significantly reduces the constitutional significance of a company’s memorandum and provides that a memorandum will record only the names of subscribers and the number of shares each subscriber has agreed to take in the company. Under the Act the objects clause and all other provisions which are contained in a company’s memorandum, for existing companies at 1 October 2009, are deemed to be contained in the company’s articles of association but the company can remove these provisions by special resolution.

Further the Act states that unless a company’s articles provide otherwise, a company’s objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason, the Company is proposing to remove its objects clause together with all other provisions of its memorandum which, by virtue of the Act, are treated as forming part of the Company’s articles of association as of 1 October 2009. Resolution 9 confirms the removal of these provisions for the Company. As the effect of this resolution will be to remove the statement currently in the Company’s memorandum of association regarding limited liability, the Company's articles of association with all the proposed amendments (the "New Articles") also contain an express statement regarding the limited liability of shareholders.

2. Articles which duplicate statutory provisions

Provisions in the existing articles of association of the Company (the "Current Articles") which replicate provisions contained in the Act are in the main amended to bring them into line with the Act.

3. Change of name

Under the Companies Act 1985, a company could only change its name by special resolution. Under the Act, a company can change its name by other means provided for by its articles of association. To take advantage of this provision, the New Articles enable the directors to pass a resolution to change the Company’s name.

4. Authorised share capital and unissued shares

The Act abolished the requirement for a company to have an authorised share capital and the New Articles reflect this. The directors will still be limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Act, save in respect of 'employee share schemes'.

5. Redeemable shares

Under the Companies Act 1985, if a company wished to issue redeemable shares, it had to include in its articles of association the terms and manner of redemption. The Act enables directors to determine such matters instead provided they are so authorised by the articles. The New Articles contain such an authorisation. The Company has no plans to issue redeemable shares, but if it did so, the directors would need shareholders’ authority to issue new shares in the usual way.

6. Authority to purchase own shares, consolidate and sub-divide shares, and reduce share capital

Under the Companies Act 1985, a company required specific enabling provisions in its articles of association to purchase its own shares, to consolidate or sub-divide its shares and to reduce its share capital or other undistributable reserves, as well as shareholder authority to undertake the relevant action. The Current Articles include these enabling provisions. Under the Act, a company will only require shareholder authority to do any of these things and it will no longer be necessary for articles of association to contain enabling provisions. Accordingly the relevant enabling provisions have been removed in the New Articles.

7. Provision for employees on cessation of business

The Act provides that the powers of the directors of a company to make provision for a person employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary, may only be exercised by the directors if they are so authorised by the company’s articles of association or by the company in general meeting. The New Articles provide that the directors may exercise this power.

8. Use of seals

Under the Companies Act 1985, a company required authority in its articles of association to have an official seal for use abroad. Under the Act, such authority will no longer be required. Accordingly, the relevant authorisation has been removed in the New Articles.

The New Articles provide an alternative option for execution of documents (other than share certificates). Under the New Articles, when the seal is affixed to a document it may be signed by one authorised person in the presence of a witness, whereas previously the requirement was for signature by either a director and the secretary or two directors or such other person or persons as the directors may approve.

9. Suspension of registration of share transfers

The Current Articles permit the directors to suspend the registration of transfers. Under the Act share transfers must be registered as soon as practicable. The power in the Current Articles to suspend the registration of transfers is inconsistent with this requirement. Accordingly, this power has been removed in the New Articles.

10. Vacation of office by directors

The Current Articles specify the circumstances in which a director must vacate office. The New Articles update these provisions to reflect the approach taken on mental and physical incapacity in the model articles of association for public companies produced by the Department for Business, Innovation and Skills.

11. Directors’ fees

The New Articles have increased the aggregate maximum amount payable for directors’ fees to £75,000.

12. Electronic conduct of meetings

Amendments made to the Act by the Shareholders’ Rights Regulations specifically provide for the holding and conducting of electronic meetings. The Current Articles have been amended to reflect more closely the relevant provisions.

13. General

Generally the opportunity has been taken to bring clearer language into the New Articles and in some areas to conform the language of the New Articles with that used in the model articles of association for public companies produced by the Department for Business, Innovation and Skills.

A full copy of the New Articles is available for inspection on request at the registered office of the Company.

Notes:

1. Due to security arrangements in accessing the venue, please arrive at the building at least 15 minutes prior to the start of the meeting.
2. A member entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf.
3. A proxy need not be a member of the Company.
4. Completion and return of a form of proxy does not preclude a member from attending and voting at the meeting in person should heorshe so wish.
5. A form of proxy is available on the Company’s website, , or by request from the Company Secretary and to be valid mustbe completed and returned so as to reach the Registrar of the Company, Neville Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen B6 3DA,together with a letter or power of attorney or other written authority, if any, under which it is signed or a notarially certified or office copyof such power (written authority) not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.
6. As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001, members who hold shares in uncertificated form must be entered on the Company’s register of members at 2.00pm on 6 March 2015 in order to be entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at such time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend and/or vote at the meeting.
7. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.